White Label Agency Agreement:
The Clauses That Protect Your Clients, Staff and Accounts

A white label agency agreement should put ten terms in writing: confidentiality, a ban on contacting your clients, a staff non-solicit, a signed copyright assignment, client-owned platform accounts, data rules, numbered SLAs, your review step, a liability cap and a dated exit handover. A "work made for hire" clause alone often fails to transfer marketing work.

This is a practical guide from the agency side, not legal advice. Have a lawyer licensed in your state review the final contract.

Most white-label contract guides online stop at "protect your IP." They skip three things that matter to an ecommerce agency. Who holds the Klaviyo Owner role. Why emails and ad creative rarely qualify as work made for hire. And why a staff no-hire clause can draw antitrust attention. This guide covers all three.

What should a white label agency agreement include?

Ten clauses. Use this table as a checklist against any draft a partner sends you.

The rest of this guide explains the clauses that cause the most disputes. For vetting the partner before you reach the contract stage, see how to choose a white label agency.

How do you stop a white label partner from contacting your clients?

Two clauses do the work: confidentiality and a client non-solicit.

Confidentiality should name the things you care about. Client identities, client data, your pricing, your SOPs and the fact that the partner exists at all. It should survive the end of the contract, because your client list does not stop being sensitive when the work ends.

The client non-solicit should bar the partner from pitching your clients, and from accepting work from them, during the term and for a set period after. Define "client" as any brand the partner touched through you. Close the "they came to us" gap by covering accepted work, not only outreach.

Then make silence the default in daily work. Partner staff should use your agency's email domain, sign as your team and join calls only when you invite them. At Sorted we work under the agency's name and NDA, and we never contact an agency's client directly. Ask any partner to state the same thing in writing.

Are non-solicit clauses enforceable?

It depends on the state, the type of clause and how broad it is. Treat this section as a map of the risks, then ask your lawyer.

Client non-solicits between two businesses get a different test from employee clauses. California, one of the strictest states, applies a reasonableness test to restraints in contracts between businesses. Pillsbury's summary of the state Supreme Court's Ixchel v. Biogen decision says commercial restraints are struck down "only if such restraints were unreasonable."

Staff clauses carry more risk. A Jones Day paper reports that a California appeals court held an employee non-solicitation provision void, and that no-poach deals between companies face antitrust scrutiny. The DOJ has said it "intends to prosecute criminally certain wage fixing, no-poach, and non-solicit agreements among employers."

Keep the staff clause mutual, tied to the people on your account and limited in time. One alternative to a hiring ban is a placement fee if either side hires the other's staff. Ask your lawyer which form holds up better. Rules vary by state, so check the state named in your contract's governing law clause.

Who owns the work a white label partner creates?

You should, and then your client. Getting there takes more than the phrase "work made for hire."

The US Copyright Office explains that a work made for hire is either made by an employee within the scope of employment, or specially commissioned in one of nine categories, with a written agreement signed by both parties. The nine are: a contribution to a collective work, part of an audiovisual work, a translation, a supplementary work, a compilation, an instructional text, a test, answer material for a test, or an atlas.

A Klaviyo flow, a Meta ad set or Shopify theme code does not clearly fit any of them. The circular is blunt: if a work fails these requirements, "it is not a work made for hire." The creator then keeps the copyright.

So add a fallback. The contract should also assign copyright to you on payment. Federal law says a transfer of copyright ownership is not valid without a signed writing. The partner keeps its pre-existing tools and templates, and grants you a license to use them inside delivered work. Check that this chain matches what your own client contract promises.

Who should own the Klaviyo, Meta and Shopify accounts?

Your client should. The partner works inside those accounts as named users with limited roles. Each platform documents how.

Klaviyo. An account can only have 1 Owner, and that should be the brand. Klaviyo also offers narrower roles: Campaign Coordinators "can create and send campaigns," and Content Creators "can create and edit templates" but cannot send. Klaviyo states that only the current Owner can assign a new Owner, so a partner holding Owner controls the exit.

Meta. Meta's developer docs say access to an asset can only be granted by its OWNER, and "You cannot grant access to assets of which you are just an AGENCY." A partner business that requests agency access shows up under its own name. For white-label, add partner staff as people inside your agency's business portfolio instead.

Shopify. Collaborator accounts use a 4-digit request code, take store roles you assign and do not count toward the user limit. Access expires after 90 days without a login.

Write this into the contract: "Partner will not create, own or claim any client account. Partner staff receive named user access only."

What data and security terms do you need?

Your partner handles your clients' customer data. In privacy terms it is your sub-processor, so your contract with it should mirror the promises you made to your clients.

California is a useful baseline. The IAPP's analysis of the CPRA lists required terms for service provider contracts: no selling or sharing personal information, no use outside the contracted business purpose, and no combining it with other data. A recipient that adds a sub-processor must notify the business and sign that sub-processor to the same terms.

Add operational rules on top:

• Named user accounts only, with two-factor authentication on every platform.
• No client data in personal drives, personal email or unapproved AI tools.
• Breach notice to you within a set number of hours.
• Deletion or return of client data within a set number of days after exit.
• A list of every subcontractor, updated when it changes.

If your clients are in the EU or UK, your lawyer will add GDPR terms. The structure stays the same: the partner's duties flow down from yours.

What SLAs should a white label contract include?

Numbers. "Timely" cannot be enforced, and it cannot be managed either.

Cover four things: first response time to a message, turnaround per deliverable type, rework included before a fee applies, and working-hour overlap with your team. The right numbers depend on the work. Our working defaults for email and Shopify pods are a same-day first response during US hours and a 2 to 3 business day turnaround on a standard campaign email. Treat these as a starting point to negotiate, not an industry benchmark.

Then add the step that protects your name: your review. The contract should say the partner never ships client-facing work without your approval, and that rework from failed review is included. Our guide to an offshore quality control review layer shows how to run that check without slowing delivery. Overlap hours matter as much as turnaround; see our notes on pod time zone operations.

How should a white label agreement handle exit and handover?

Assume the relationship ends one day, and write the handover now while both sides are friendly.

A good exit clause has five parts:

1. Notice. A fixed period, such as 30 days, in either direction.
2. In-flight work. Finished and paid, or stopped and paid pro rata. The contract says which.
3. Files. Source files (Figma, theme code, flow maps, copy docs) delivered on a named date.
4. Documentation. A written account of what is live in each client account and why.
5. Access. Partner users removed and shared passwords rotated within a set number of days.

Removal is simple on most platforms. Shopify notes that removing a collaborator is permanent and cannot be undone. In Klaviyo, Admins can add or delete users, so keep an Admin seat on your side.

Some agencies plan the exit from day one and bring the work in-house later. If that is your goal, a build-operate-transfer model writes the transfer into the deal.

When is a white label agreement the wrong tool?

When the contract cannot fix the underlying fit. Three cases come up often.

Strategy and the client relationship. Your client hired your judgment. Keep strategy, account leadership and hard conversations in-house, and outsource production.

Very small accounts. If a client pays a few hundred dollars a month, the contract, onboarding and review time can cost more than the work. A trusted freelancer on a simple statement of work is often cheaper.

No review step. If nobody on your team can check work before it ships, a partner's mistake becomes your client's problem. Fix that first.

Our guide on when not to offshore agency work covers these limits in detail. To weigh a hire against a partner, read how to scale an ecommerce agency without hiring. On cost, Sorted's dedicated pods start at $21,600 per specialist per year, against $110,000+ all-in for a US hire. Our white label marketing pricing guide shows the markup math, and the white label playbook covers the full model. For Klaviyo-specific delivery, see white label Klaviyo for agencies.